Good morning once again, esteemed shareholders. I will now read the notice of the 38th Annual General Meeting. Notice is hereby given that the 38th Annual General Meeting of members of Fidelity Bank Plc will hold virtually via the link in the notice at 10:00 A.M. on Friday, October 9, 2026, to transact the following business. Ordinary business: to lay before the members the audited financial statements for the year ended December 31, 2025, and the reports of the directors, external auditors, board evaluation consultants, and Statutory Audit Committee thereon. Item two, to elect the following director who was appointed since the last Annual General Meeting, Dr. Jonathan Ososuakpor, Non-Executive Director. To re-elect or note the directors due for retirement by rotation. Item one, to re-elect Mrs. Amaka Onwughalu, Chairman, Non-Executive Director. Item two, to note the retirement by rotation of Chief Nelson Nweke, Non-Executive Director. Item four, to authorize the directors to fix the remuneration of the external auditors for 2026. Item five, to disclose the remuneration of the managers of the company. Item six, to elect members of the Statutory Audit Committee, dated 11 day of June 2026, by order of the board. I would crave your indulgence and refer you to the notes accompanying the notice. Thank you. Taken as read. Thank you, esteemed shareholders. Okay. I now draw your attention to the Chairman's statement, which is contained- Taken as read, my Chair. Taken as read. Sorry? Taken as read, our Chairman. Taken as read, ma'am. Taken as read. Okay, thank you, esteemed shareholders. However, please permit me to make a few comments on our performance in FY 2025. 2025 was a remarkable year for us. I am pleased to report that Fidelity Bank continued to strengthen its franchise, enhance its resilience, and advance its long-term strategic ambitions, despite a challenging and evolving operating environment. Our performance during the year was underpinned by disciplined execution, prudent risk management, strong governance, and an unwavering commitment to serve our customers. Despite the global economic headwinds, we demonstrated exceptional resilience, with gross earnings increasing by 45.6% to NGN 1.5 trillion, and strong growth on various income lines. One of the most important milestones of the year was the successful completion of the second phase of our capital raise program through a landmark private placement, which raised NGN 227.05 billion. This brought our capital to NGN 532.6 billion and positioned us comfortably above the minimum regulatory requirement of NGN 500 billion for banks with international authorization. Beyond satisfying regulatory capital requirements, the capital raised strengthened our capacity to support larger customers, finance strategic sectors of the economy, pursue attractive growth opportunities, invest in innovation, expand our competitive advantage, and create sustainable long-term value for shareholders. However, our objective is not merely to build a larger bank. It is to build a stronger and more resilient institution, one capable of thriving across economic cycles and through periods of economic uncertainties, market disruption, technological advancement, regulatory changes, and industry transformation. As we reflect on the progress we have made and look forward to a future brimming with opportunities, I want to assure all our stakeholders that we will continue to prioritize effective risk management, capital preservation, strong corporate governance practices, talent retention, and enhancement of shareholders' value. On behalf of the board of directors, I thank you, our shareholders, for your continued confidence and support. I particularly commend our staff and executive management. Sorry. Okay. Sorry about that. I must express my deep appreciation to my colleagues on the board for their diligence and unwavering commitment. I will now draw your attention to the reports of the Managing Directors, managing and the board of directors. Please note that the Managing Directors' report and the report of the directors on pages 23 - 25 and 43 - 54, respectively, of the annual report and accounts. Shareholders are— Madam. enjoined to read their reports for more insight into the bank's activities during the year. We will now proceed to the first item on the agenda, which is to lay before the members the audited financial statement for the year ended December 31st, 2025, and the reports of the directors, external auditors, audit committee, and independent board appraisal consultants. In accordance with the provisions of Section 377 of Companies and Allied Matters Act 2020, I hereby lay before the members the audited financial statements and the reports of the directors, external auditors, audit committee, and independent board appraisal consultants for the financial year ended December 31st, 2025. I will now call on the representative of the auditors, Deloitte & Touche, to present the auditor's report for the financial year ended December 30th, 2025. Thank you, Madam Chair. Good morning, directors and shareholders. The auditor's report is on pages 142- 146, and I seek the permission of Madam Chair to read selected sections of the auditor's opinion. Shareholders. You take permission to shareholders. I am sorry. I seek the permission of the shareholders to read selected sections of the auditor's opinion. Permission granted. Permission granted. Thank you. Independent Auditor's Report to the Shareholders of Fidelity Bank Plc. Report on the audit of the consolidated and separate financial statements. We have audited the consolidated and separate financial statements of Fidelity Bank Plc and its subsidiary, set out on pages 154- 319, which comprise the consolidated and separate statement of financial position as at 31st December 2025, and the consolidated and separate statement of profit or loss and other comprehensive income, the consolidated and separate statement of changes in equity, and the consolidated and separate statement of cash flows for the year then ended, the notes to the consolidated and separate financial statements, including a summary of material accounting policy information. In our opinion, the consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of Fidelity Bank Plc as at 31 December 2025, and its consolidated and separate financial performance, and consolidated and separate cash flows for the year then ended, in accordance with IFRS accounting standards as issued by the International Accounting Standards Board, the requirements of the Companies and Allied Matters Act 2020, Banks and Other Financial Institutions Act 2020, and Financial Reporting Council of Nigeria (Amendment) Act, 2023. We conducted our audit in accordance with the International Standards on Auditing. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the consolidated and separate financial statements section of our report. We are independent of the group and bank in accordance with the requirements of the International Ethics Standards Board for Accountants, International Code of Ethics for Professional Accountants as applicable to audit of financial statement of public interest entities, and other independence requirements applicable to performing audit of financial statements of public interest entities in Nigeria. We have also fulfilled our other ethical responsibilities in accordance with the IESBA Code and other ethical requirements that are relevant to our audit of consolidated and separate financial statements in Nigeria. We believe that the audit evidence we have obtained is sufficient and appropriate to provide the basis for our opinion. I'll go to page 146. Report on other legal and regulatory requirements. In accordance with the Fifth Schedule of the Companies and Allied Matters Act, we expressly state that, one, we have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit. Two, the group has kept proper books of account so far as appears from our examination of those books. Three, the group and bank's financial position and its statement of profit or loss and other comprehensive income are in agreement with the books of account and returns. In compliance with the Banks and Other Financial Institutions Act 2020 and circulars issued by the Central Bank of Nigeria, we confirm that, one, related party transactions and balances are disclosed in note 38 of the consolidated and separate financial statement in compliance with the Central Bank of Nigeria circular BSD/1/2004. Two, returns on customers' complaints are disclosed in note 41.2 to the consolidated and separate financial statements in compliance with the Central Bank of Nigeria circular CPD/DIR/CIR/020. Three, as stated in note 41.1 to the consolidated and separate financial statements, the bank paid penalties for contraventions of certain sections of the Banks and Other Financial Institutions Act 2020 and relevant Central Bank of Nigeria circulars during the year ended 31 December 2025. In accordance with the requirements of the Financial Reporting Council of Nigeria, we performed a limited assurance engagement and reported on management's assessment of the entity's internal control over financial reporting as of 31 December 2025. The work performed was done in accordance with the FRC guidance on assurance engagement report on internal control over financial reporting. And based on the procedures we have performed and the evidence obtained, we have issued an unmodified conclusion in our report dated 11th May 2026. That report is included on page 148 of this financial statement. Signed for Deloitte & Touche. Thank you. That is the end of our report. Thank you. I will now call on the chairman of the Statutory Audit Committee, Chief Frank Onwu, to present the committee's report on page 55 of the annual report and accounts. Good morning, chairman, the board, esteemed shareholders. I will now read the report of the Statutory Audit Committee for the year ended December 31, 2025, to the members of Fidelity Bank Plc. In compliance with Section 404(7) of the Companies and Allied Matters Act 2020, we, the members of the Statutory Audit Committee, hereby report that we reviewed the scope and planning of the audit requirements and found them adequate. We reviewed the financial statements for the year ended 31st December 2025 and are satisfied with the explanations obtained. We reviewed the external auditor's management report for the year ended 31st December 2025 and are satisfied that management is taking appropriate steps to address the issues raised. Ascertained that the company has complied with the provisions of the Central Bank of Nigeria circular BSD/1/2004, dated February 18, 2004, on disclosure of insider credits in the financial statements of banks. In addition, related party transactions and balances have been disclosed in the notes to the financial statements for the year ended 31st December 2025, in accordance with prescribed CBN format. Ascertained that the accounting and reporting policies of the company for the year ended 31st December 2025 are in accordance with legal requirements and agreed ethical practices. The external auditors confirmed having received full cooperation from the company's management, and the scope of their work was not restricted in any way. Signed, Chief Frank Onwu, chairman, Audit Committee. Members, Dr. Christian Nwinia, Mr. Innocent Mmuoh, Mrs. Ronke Bammeke, and Alhaji Abdullahi Mohammed in attendance, secretary. Thanks a lot. Thank you very much. In line with the provisions of the Central Bank of Nigeria Corporate Governance Guidelines for Commercial, Merchant, Non-Interest and Payment Service Banks, which stipulates that an independent board appraisal exercise should be conducted in each financial year, and that the report of the appraisals should be presented at the Annual General Meeting. KPMG Advisory Services was appointed to conduct the board appraisal for the year ended December 31st, 2025. I will now call on the representative of KPMG Advisory Services, Mr. Olumide Olayinka, to present the board appraisal report for the 2025 financial year, which is on page 136 of the annual report and accounts. Good morning, Chairman. Good morning, Board of Directors, and good morning, distinguished shareholders. I now present the report of the independent consultant of the Board of Directors of Fidelity Bank Plc on the appraisal for the year ended December 2025. In compliance with the guidelines of Section 10.1 of the Central Bank of Nigeria Corporate Governance Guidelines for Commercial, Merchant, Non-Interest and Payment Service Banks in Nigeria, and Section 14.1 of the Nigerian Code of Corporate Governance 2018, Fidelity Bank Plc engaged KPMG Advisory Services to carry out an appraisal of the Board of Directors for the year ended 31st December 2025. The CBN guidelines mandate an annual appraisal of the board, with specific focus on the board structure and composition, responsibilities, processes, and relationships. We have performed the procedures agreed with Fidelity Bank in respect of the appraisal of the board in accordance with the provisions of the Central Bank of Nigeria guidelines and the NCCG. These procedures, which are limited in scope but sufficient for the board's objective in line with the Central Bank guidelines and the NCCG, are different in scope from an external audit. Consequently, no opinion is expressed by us on the activities reported upon. Our approach to the appraisal of the board involved a review of the bank's board minutes, key corporate governance structures, policies, and practices. This includes the review of the corporate governance frameworks and representations obtained from questionnaires and interviews with the members of the board and senior management. On the basis of our review, the bank's corporate governance practices are largely in compliance with the key provisions of the Central Bank guidelines and the NCCG. Specific recommendations for further improving the board's governance practices have been articulated and included in our detailed report to the board. This includes a recommendation on the board composition. This report is signed by my humble self, Olumide Olayinka, on 1st April 2026. Thank you, Mr. Chairman. Thank you, Mr. Olumide. We will now take your questions and comments on the annual report and audited accounts for the 2025 financial year. Please type your questions in the comment box or use your raise hand icon. To ensure the session is orderly, I, as the Chairman of the meeting, will invite shareholders to make their comments in turn. The media team will unmute shareholders who have been recognized by the Chairman. Kindly state your name for the record when recognized by the Chairman. Please keep your comments brief and avoid repetition so other shareholders can have the opportunity to ask questions. Mr. Chairman. Okay. I will call on Chief Boniface Okezie. Go ahead, please. Mr. Chairman, good morning, and good morning to other Directors of this great company. I am a fully core shareholder. Good morning. My name is Boniface Okezie. I am the National Chairman, Progressive Shareholders Association of Nigeria. Mr. Chairman, I want to commend you and the bank for this great result that came as a result during the fundraising of NGN 500 billion. Thank God today that Fidelity is among the top six banks in Nigeria. Even beyond that, outside of Nigeria, we have put our footprint in U.K. That is to showcase the twin track the bank made during the year under review is very, very commendable. Even though that on the pages containing the notice of meeting, there is no dividend being proposed today. In the case of earnings per share of NGN 5.80, that means we should have a half dividend to go home. But that known for the regulator. Be at ease, men. We're not going to frown at the board because I know it is not your own making. The board would have tried to pay dividend, but we know what's happening in the financial industry today. But we are urging the board to look at the interim dividend of this current financial year that will end 31st December 2026. That the dividend must be proposed, interim dividend must be given by this honorable board to appreciate their shareholder who rather run them during the fund raising. Today, we're not only meeting up the NGN 500 billion, but exceeded it to NGN 532.6 billion. That is kudos to you and the board. I want to use this opportunity to pay glowing tribute to our immediate past chairman, Mr. Mustafa Chike-Obi, and Mrs. Morohunke Bammeke. They have done very well, exceptionally well in this bank. I want to commend Chike. They have done very well. During the consolidation, he was there. You, who have taken over today, was also a non-executive director at that time. But today, the mentorship has fallen on you, and this is a terrain you are familiar with. You're not new in the industry. So with the experience, and we have seen its showcasing today, with the MD, the Group Amazon, MD of this bank, who have done very well, and all these executive directors, I want to commend you and the entire workforce of Fidelity Bank. The way it took up, I'm a shareholder, I'm also a customer of this great bank. So I know what is going on. The bank has done very well. Mr. Chairman, I want to say today, if you go on page 254, restriction and balances by CBN, precision cash that you cannot touch or do business with. We have almost NGN 1.6 trillion with Central Bank. I think Central Bank should be able to do us good in the banking industry, to allow the bank to make use of this fund, instead of leaving them idle on the vault of CBN. We are not earning interest on it. Even if 1% interest on it, that would be better. The bank can deploy it to do something else, but we're not allowed to use this money. Mr. Chairman, also on page 48 and to 50, I want to commend the bank for the donation made out to institutions and the less privileged in the society. If you go on page 119. Those donations are all part of this country, and want to give back to society. It's about mobilizing deposits and savings. It's only about the society. I think this bank has found one thing in distributing across board. I want to commend you that the bank should continue to keep it up, giving back to the society where you operate. Mr. Chairman, I want to also say that we are not happy on the contravention. Paid almost NGN 345.7 million to CBN and SEC, but the lowest half was NGX, the NGN 2 million. I want to commend NGX. If people can, other regulators can take you for NGX, it would have been better for us. It is not everything CBN will hammer, will penalize. When you say, Jack, in fair, but they will hammer you. I want to say that NGX is protecting investors, and that's their job. This body doesn't care what affects shareholders. Mr. Chairman, I want to front out AMCON payments. AMCON on page 246. Today, we paid NGN 50.98 billion to AMCON as against the NGN 5.8 billion in previous years. So monkey they were baboon they thought. This month is here, if CBN has been banned not to wash shareholders, why are they going ahead and lying to AMCON to collect money? How many problems did you solve? In your own raise money, shower around you. All that corruption from the rest of the bank, that is not healthy enough. We need to do something. AMCON must shut not to operate any longer in the economy of this, because they are living on the expense of shareholders' money. We cannot continue to tolerate that in the system. This bank, that way, as an AMCON shareholder, today we are just lamenting as a whipping boy. It's not that the bank did not make profit. The bank made profit. The earn grows. Every indices of upward there, but the shareholder has been empty-handed. Somebody called me yesterday in America that they saw the notice of Fidelity meeting today. Why are you not proposing dividend? I told the guy it is historical. I think we have gone beyond that. When we come 2006, financial year ending by next year, the bank will be able to do shareholder proud. I'm counting on board that you must do everything humanly possible to make sure we pay dividend come next year. In order to do this much, we need to have an interim dividend paid by this board. Cooperative to provide us. Mr. Chairman, I want to also, to say on page 2000 on unclaimed dividend. Hello, Madam Chairman. Chairman, Funke Bamidele is on the line. Chief Okelana. Good morning, my Chairman. Good morning, Board of Directors. Good morning, my fellow shareholders. I am happy. Let's make sure that dividend is. So we must ensure that it is being done. Mr. Chairman, Chief Okelana, I'm still on, please. We have to say in effect, this bank has done very well in performance and all indices. I think there are many things I want to refer to. Last I've seen the happen. Chief Boniface. Because our people say. Chief Okezie, your volume is not good. I think there's problem with your network. Yes. Your network is not very clear. Can you allow Chief Okelana? Let Chief Okelana speak, please. I am rounding up. Okay. All right. I am rounding up now. Rounding up. Okay. All right. That's fine. Yes, I've rounded up. I'm rounding up. So that branch needs to be opened. I commend the work expansion going on the existing branch in Umuahia. That is very commendable. Even though there's the congestion and the customer inconveniences, but I think after finish that work, there is going to be world class in Umuahia branch today. I want to thank the board for what they do. God bless Fidelity Bank, and God bless the entire shareholder of this bank. I think the best is yet to come. With the leadership of this chairman today, we are going to go places in terms of return on our equity. God bless you. Okay. I now call on Chief Okelana. Thank you. Good morning, my respected chairman of the board of directors, members of the board, and my fellow shareholders. I am Sir Chief Olatunde Okelana, PhD, chairman of the Zonal Shareholders Mobilization Committee and Balogun Olugbo of Orile-Igbo in Oyo State. Good morning once more. I want to appreciate all what was said by the last speaker, and I want to commend the bank for what they have been able to do, and most especially the executive management being led by Dr. Onyeali- Ikpe, the Amazon in the banking industry. Among all the female executives we have in this country, she's personally the best. I don't know what other people can say, because Fidelity always keep their words. Let me go back to memory lane. For the past 20 years, we've been hammering for a branch of Fidelity in Ogbomoso. During her tenure, the branch has been opened, and they are operational. Today, I passed through Ilorin, saw. Occasionally, when we are making sure we are getting customers for our brands, let's set aside that one a bit so that you have more customers. Because in Ilorin and Ogbomoso, there are a lot of market women, which we have been able to penetrate. But when we go to them for them to open account, they don't have email, which is one of the regulations. But there's a way the bank can go about it. I don't want to keep saying many things because the accounts we are considering today are historical, and I believe Fidelity will continue to grow from strength to strength. By the grace of God will uphold all of you so that you'll be able to do more better. I want to pray for the Managing Director, Onyeali-Ikpe, for a good well job. God will continue to protect you, guide you, make sure He gives you good health, long life to enjoy the fruit of your labor. I want to thank you once again for giving me an opportunity to be here this year. By the grace of God again next year, I will be at this AGM. We thank you for having this meeting online. It's not easy traveling up and down. This is one of the advantages of this fascinating law, whereby we can hold meetings on Zoom. My dear Chairman, be rest assured of my strong royal support always. Fidelity always gives their worst. God bless all the shareholders. I don't want to drop my mic without commending the registrars. Those people are fantastic. Of the corporate secretary's office. They're always there for us when we make inquiries. All right. Okay, thank you, Chief Okelana. I now call on Mrs. Adedotu. Good morning, Mr. Chairman. Good morning, the Chairman. Can you hear me? Thank you, Mr. Chairman. I'm calling on Mrs. Oye, I called you. I'm on the call. Mrs. Adedotu. Thank you, Madam Chairperson. Good morning, Madam Chairperson. Good morning, Madam Chairperson. Good morning, ma'am. I'm coming. Please let me just get set for it because I've been raising my hand since. I didn't know that I'll be called just like that. Okay, good morning, Madam Chairperson, other board members, the regulatory authorities, my fellow distinguished shareholders, ladies and gentlemen. My name is Barrister Adedotu Shiyibola. I'm the president of Highly Favored Shareholders Association. Madam Chairperson, I have some observations, comments, suggestions, and commendations on Fidelity Bank Plc 2025 annual report. With your kind permission, I will quickly run through them. When I married the performance highlights on page 7 with results on page 43, item one, I observed the following after limiting myself to the group performance. Going through the indices therein, I observed a growth in our turnover and a slight drop in our profit in the year under review. I want to seize this opportunity to encourage the board and the management team for their efforts and implore them to do more. On page 24, recognition of our progress in group CEO statements. I observed that we have several prestigious awards to our credit in the year under review. This is highly commendable. Please keep it up. On pages 28 and 29, the group photograph of the board of directors. I observed that we have five ladies in the board of 15 directors, which amounts to 33.3%. This is fair, but now that Mrs. Bammeke has retired, leaving us with only four ladies in the board of 14 directors, which amounts to 28.6%. This new arrangement is unacceptable on gender balancing. We have to improve on it going forward. On pages 44 and 45, item 6A, changes on the board. I observed that three of our directors, including our own Chairman, Mr. Mustafa Chike-Obi, have retired from the board since our last AGM. I want to seize this opportunity to thank them for their meritorious service to our company and wish them the very best in their present and future endeavors. To fill the vacuum created by their exits, the board appointed five directors, including our Chairperson. I want to seize this opportunity to congratulate them on their appointments and wish them a fruitful tenure in the office. From page 48- 51, item nine, donations and charitable contributions. I observed that our CSR in the year under review is perfect because it covers health, education, social welfare, youth empowerment, and community development. This is commendable as well. Please keep it up. From page 67 -7 0, attendance at the board meetings and board committee meetings is good but can be excellent. We have to improve on attendance going forward. I want to seize this opportunity to appreciate our group CEO and her team, especially for keeping the flag flying. Kudos, madam. Kudos to you and your team. I would like to commend our group CS and her team as well, especially for always reaching out to the shareholders and making themselves accessible to us. Well done, madam. We love you. Kudos. Thanks, and God bless you richly for this opportunity. Madam Chairperson, I appreciate. You are welcome on board, ma'am. Thank you, madam. Thank you. Okay, now I call Madam Chairperson. Madam Chairman I'm calling on Mr. Tunji Bamidele. Good morning, my Chairman. My name is Tunji Bamidele. I'm a National President of Professional Investor across Africa and leader of shareholder in Nigeria. My Chairman, hope you are hearing me, sir? Sir, yes, we can hear you. Thank you, my Chairman. I will stand in on the existing protocol or sitting on existing protocol. I appreciate the board, particularly the brand new Chairman. Your profile speaks a lot of things to us. We have confidence in giving you all necessary support. As a leader or a stellar shareholder in Nigeria, we are ready to support you and management team for a better tomorrow. My Chairman, let me be brief on the area I am observing as a professional accountant. My Chairman, your patience, speaking about your vision to be a number one in every market. Someone to be a number one in every market, there are a lot of things and I believe you are doing a little bit more. It speaks a lot of things, but there are a lot of challenges left and right that you need to do something about now or in future. My Chairman, your profit in the Chairman statement grew by 65% from 2020 to 2026. If you look at the five-year financial summary, it shows that there is a total commitment. What man can do, woman can do it better. Very fantastic. You are doing a lot of fantastic from Chairman, MD, all the management team, we say kudos to you. We appreciate you. We still appreciate your marking 20 years in diaspora, that you did about two last month in Ghana precisely. You have a lot of image that people all over the world are looking at and award as people said. My Chairman, your donation in page 48 is fantastic, but we do not see much effect in Oyo State, because I reside in Oyo State. I want to call your attention on two or three areas that are giving us concern. One, we want to know how much your off-balance sheet exposure or asset, the off-balance sheet asset. In area of compliance with the regulatory requirement, there is in page 307- 308, there are certain things mentioned there, issue of contravention. I do not know what you need to do. What we are expecting to have zero contravention. But in moving from NGN 71 billion to NGN 385 billion, I do not know, what are you doing about it? Because the movement is too high, and what is the rationale behind it? My Chairman, another one that is giving us concern is what is rampant globally about cyber attack, cyber security, cyber fraud. Really, it's not peculiar to our bank alone. We are even trying to manage one or two things. But in page 77, you give us a report about the fraud loss, about NGN 41 billion. What is management doing to safeguard the company from some kind of occurrence in future? It's not peculiar to us, but at least it's what is rampant globally. What are you doing in area of cybersecurity and AI training for people to be able to be ready for whatever anything that can be likely occur? My Chairman, there are certain things moving on in social media, and it's an opportunity for us to ask today, because the information on social media is moving across the globe. In the area of litigation, particularly Sagecom versus Cappa and our bank. How have you settled it? What is the position of this issue of court issue or loan, whatever that is, giving a lot of Because the information we are getting is not consequent. Some say NGN 250 billion, some say NGN 90 billion, and some say NGN 300 billion. We want you to clear the floor because you are the insider and we are as investor. A lot of people that are giving a professional advice to invest in company are now regretting. But once information like that go across the globe, people are continue worry. What is really happening? My Chairman, we appreciate you. We are expecting dividend, and all the key people that working with you, they are doing very well. They are doing very well, and they are reaching us at when due. I want to appeal to certain thing. In the area of delay on giving regulator or unaudited report on our, whether NGX portal, whatever. What really happened that you have some delay or what is happening to the compliance department that you will not— I think we've lost you. Good morning. Okay. Good morning, chairperson. We will go to Mrs. Bisi Bakare, please. Okay. Thank you. Thank you for the opportunity given to me. My name is Mrs. Bisi Bakare. I am the National Coordinator of Pragmatic Shareholders Association of Nigeria. Good morning, Mr. Chairman, Board of Directors, regulatory authorities joining online, and esteemed shareholders also joining online. Good morning, everyone. I would like to start my comment by commending the entire board management and staff of our bank for the significant improvements in the asset quality of our bank, especially the reduction in our non-performing loan ratio to 2.4%, as well as our strong growth in our customer deposits to 16 million. This demonstrates growing customer confidence in our bank, Fidelity Bank, and is highly commendable. I say kudos to the entire board management for that. Also, I want to commend our bank for strengthening its capital position during the recapitalization exercise to NGN 561 billion. This is far above the minimum regulatory requirement for our category. In addition to that is on page 7 of the annual report and account. Our capital adequacy ratio remained robust at 16.1% to NGN 6.3 trillion, which reflects continued financial strength and improved funding profile. I want to commend the appointment of our Chair for— Mrs. Bakare, you are having challenges with your network. Okay, I think at this stage, we will start responding to the questions asked. You did ask a couple of questions regarding Good morning, Ms. Chairperson. Sorry? Good morning, ma. Good morning, ma. My name is Patrick Ajudua. No, we are ready. Chairperson. Let's answer some of these questions that have been raised first, because we have a lot of questions here. Let's answer them. Thank you, sir. Okay, you did ask questions regarding the issue of CSR. I'll ask the MD to speak on that. Thank you. Thank you very much. Thank you very much. Can you hear me? Can you hear me? Can you hear me now, sir, ma? Hello? Can you hear me? Hello? MD, go ahead. Can you hear me? MD, we can hear you, my MD. Go ahead. We are hearing you. Thank you very much for all the great commendation to the management and board and management of Fidelity. I want to speak to the issue that you raised about the CSR to say that we are very happy that you appreciate our initiative to give back to the society, because it is very important that we give back to the society where we operate. If you remember, if you follow the news, we are very strong on the food initiative, and it is to all the six geopolitical zones of Nigeria. It touches every part of Nigeria, no matter how small, and all the IDP camps, we made sure that we were supplying them food on a monthly basis. We figured that it is not at all about profit. We just make sure that our bank has a human face, and I think we have achieved that because there is a lot of awareness around the food bank and in all the other several interventions on education, health, and all the work. So thank you for appreciating our initiative. Thank you. Okay. All right. Thank you, esteemed shareholders. We have also noted the comments made by Chief Boniface Okezie. We thank you for your comments, and we have noted them. The AMCON, the various comments you have made. We also thank all the esteemed shareholders, the one on prestigious awards, and also having five ladies on the board of Fidelity Bank. We thank you, and we will continue to ensure we improve on that. At this stage, you also asked the question regarding— —dividend. Then I will ask the MD to take that. Thank you. Okay, thank you very much. We just want to say that as a bank, we are fully committed to the promise to our shareholders that we will continue to adequately reward them. As the bank is growing, it is natural that they will get rewarded. As you well know, we are regulated. Banking is the most regulated industry sector in Nigeria, and we have to always work with the regulator. We are doing our very best to ensure that dividends are paid, but we have to always bow to the regulator. So now we are waiting on them to give us guidance about the interim dividend for June 2026. We just want to let you know that in spite of all of that, your share is appreciating on a daily basis. At the time we did the recapitalization, it was at NGN 10, NGN 9.75, something like that. Well, we touched NGN 23 last week, so let us also be happy that the share is appreciating significantly, and will soar more before the year-end while we wait on the regulator to guide us on what next to do. Thank you. The regulator is very particular about capital appreciation. They want to make sure that we conserve capital so that we will be able to do very big-ticket items and all of that. All those conversations are going on, and we will brief you as we progress. Thank you. Okay. Thank you, MD. Esteemed shareholders, you did talk about succession, and at this stage, I will call the Chairman of Governance, Nomination, and Remuneration Committee to speak to you on that to make his comments. Thank you, Madam Chairman. The process for selecting the successor to the MD is a two-stage process. There's an internal stage, process, or phase of the process, and then the final stage is reviews with CBN, and ultimately, we get approval from CBN. We're going through the CBN stage as we speak. Thank you, Madam Chairman. Thank you, Engineer Henry Obi. Okay. You also made comments about the social media circulation on the court case with Sagecom. I'll call on the MD to give you an update. Okay. Thank you very much, and I think that's the biggest success story of the year of 2025. In 2025, the Supreme Court gave judgment to the bank on the 12th of June precisely. Information about this is on page 313 of the account. We noted that and gave you detail that you need. However, all the figures that are flying around are incorrect. The correct figure for the judgment, the judgment and the calculation from the judgment came through is NGN 14 billion. We are in the process of making the payments to the judgment creditor. Thank you very much. We are in the process of making the payments to them. The figure from the calculation, from the guidance of the Supreme Court, is NGN 14 billion. Thank you. Okay. Thank you, MD. Esteemed shareholders, you did ask a question on cybersecurity. The attacks that are currently, all the banks are envisaging that this, and not just all banks, but every institution in different ways. I'll ask the ED who is in charge of information and technology to speak on what the bank is doing regarding cybersecurity. ED Stanley. Okay. Thank you very much, esteemed shareholders. For our bank, as you rightly noted as well, the industry, there has been a lot of cybersecurity incidences or attempts by fraudsters, but we are very much resilient as a bank. The Central Bank of Nigeria, working with other banks in the industry, we're building very strong resilience to ensure that issues coming from cybersecurity are curtailed. For us as Fidelity Bank, we have strengthened our processes, our systems, and we'll continue to do that. We believe that with all we've done, your bank will be very safe, and we'll get ahead of the fraudsters at all times. It's a lot of work going on. The bank has invested, supported by the board, to ensure that we protect the assets of our shareholders in the bank. We'll continue to do that and ensure that the bank is safe at all times. Thank you very much. Thank you, ED. I think at this stage, we'll proceed. Having laid before you the audited financial statement and the reports of the directors, external auditors, audit committee, and independent board appraisal consultants for the financial year ended December 31st, 2025, in accordance with Section 377 of the Companies and Allied Matters Act 2020. We will now proceed to vote on this agenda item and other items for which your vote is required. In accordance with the provisions of Section 248(1) of the Companies and Allied Matters Act 2020, I, as the chairman of this meeting, hereby call for a poll in respect of all the items of the agenda, except item 3B on retirement by rotation of Chief Nelson Nweke, and item 5 on the disclosure of the remuneration paid to the managers of the company, for which no voting is required, and item 7 on the election of the Statutory Audit Committee, on which voting will be by show of hands. Given that the agenda items for which your vote is required are by ordinary resolutions, please note that a simple majority of votes, that is 51% of the votes cast by members present in person and by proxies, will be required to pass each resolution. I am informed that some shareholders had earlier submitted proxy forms to the registrars indicating how they wish their votes to be cast on the resolutions being presented for consideration. The proxy votes received on each resolution have already been collated by the registrars and will be displayed on the screen and added to the votes to be cast on each resolution during this 38th Annual General Meeting. The registrars shall conduct the voting, and upon conclusion of voting on each resolution, display the results on the screen for all to see before proceeding to the next resolution. The representatives of the external auditors, Deloitte & Touche, shall act as scrutineers. I will now call on the registrars to explain the process for electronic voting, which will also be displayed on the screen. Good morning, esteemed shareholders. Kindly watch and listen attentively to the instructions for voting on the resolutions to be considered at this general meeting. Please note the following: voting will be conducted through a USSD platform. To access the voting platform, please dial the USSD code displayed on the screen and follow the prompts on your phone. The voting platform will remain open for 90 seconds for each resolution. Please cast your vote once the poll opens. If you experience any network connectivity issues, kindly try again within the voting period. Please note that votes can be submitted only once per shareholding account within the 90-second period. Kindly follow these steps to vote on the resolution to be considered at this meeting. Step one, dial *5075*8#. Step two, enter one to verify your phone number. Step three, press one to vote on the resolution. Step four, enter one to indicate voting with all units. Step five, press one to vote for or two to vote against the resolution. Step six, select Send to exit. Once your vote has been successfully submitted, you will receive a confirmation message stating that your vote has been captured. Please note that the voting guidelines will continue to be displayed on the screen for your convenience. Good morning, esteemed shareholders. Kindly watch and listen attentively to the instructions for voting on the resolutions to be considered at this general meeting. Please note the following: voting will be conducted through a USSD platform. To access the voting platform, please dial the USSD code displayed on the screen and follow the prompts on your phone. The voting platform will remain open for 90 seconds for each resolution. Please cast your vote once the poll opens. If you experience any network connectivity issues, kindly try again within the voting period. Please note that votes can be submitted only once per shareholding account within the 90-second period. Kindly follow these steps to vote on the resolution to be considered at this meeting. Step one, dial *5075*8#. Step two, enter one to verify your phone number. Step three, press one to vote on the resolution. Step four, enter one to indicate voting with all units. Step five, press one to vote for or two to vote against the resolution. Step six, select Send to exit. Once your vote has been successfully submitted, you will receive a confirmation message stating that your vote has been captured. Please note that the voting guidelines will continue to be displayed on the screen for your convenience. via your vote. I hereby propose the resolution for shareholders to receive the audited financial statement and the report of the directors, external auditors, audit committee, and independent board appraisal consultants for the financial year ended December 31, 2025, which were earlier laid before the members pursuant to Section 377 of the Companies and Allied Matters Act 2020. Will a shareholder please second the resolution? So, second- I move to- The second name is missing. Bakare Adebisi Oluwayemisi. I second the motion, Eric. Bakare Adebisi Oluwayemisi, I second the motion. Thank you, Mrs. Bakare. Thank you. Okay. I will now put the resolution to the meeting by calling on you to vote on the resolution. Please know that you have 90 seconds to cast your vote. Voting on this resolution is now closed. Okay. Good morning, Madam Chair, members of the board of directors, distinguished shareholders, regulators, ladies and gentlemen. Distinguished shareholders, the resolution presented for voting is to receive the audited financial statement for the 2025 financial year. Kindly dial *5075*8# and follow the prompts once the poll is open. You have 90 seconds to cast your vote. Please open the poll. The poll is now open. Kindly cast your vote. Oh. I saw some. The poll is still open. You have 66 seconds left. 50 seconds left. 40 seconds left. Six shareholders have voted remotely. 20 seconds left. 16 shareholders have voted virtually. 10 seconds left. Poll closed. At the close of the poll, which is to receive the audited financial statement for the 2025 financial year, we have a total of Just a moment, please. We have a total of 26,459,857,092 units of shares for shareholders who have participated virtually and through proxy votes received and recorded. The number of shareholders that have participated are Please hold on. Thank you. The number of shareholders that have voted in favor of this resolution is 680, while there are no dissenting votes. Thank you very much, Madam Chair. Thank you. I hereby declare the resolution carried. The next item on the agenda is election and re-election of directors. Please note that separate resolutions will be proposed for the election or re-election of each director. I hereby propose the resolution for shareholders to approve the election of Dr. Jonathan Ososuakpor as a non-executive director. Will a shareholder please second this resolution, please? I second. I second, Mr. Chairman. Try to take on that motion. I second the motion. Okay. If Boniface Okezie, who seconds that? I second the motion. You spoke now. Okay, thank you. Allow other people who will speak to second the motion. I, Ebudu Moses, like to second that motion. Thank you. I will now put the resolution to the meeting by calling on you to vote. The next resolution for voting is to elect Dr. Jonathan Ososuakpor as a non-executive director. Distinguished shareholders, please dial *5075*8# and follow the prompt once the poll is open. You have 90 seconds to cast your vote. Please open the poll. The poll is now open. Kindly cast your vote. Hello, Ebudu Moses. 59 seconds left. 50 seconds left. The poll is still open. 30 seconds left. 20 seconds left. 11 shareholders have voted virtually. 10 seconds left. Poll closed. At the close of the poll, which is to elect Dr. Jonathan Ososuakpor as a non-executive director, we have 666 shareholders who have voted in favor of the resolution, and this comprises shareholders who have participated virtually and through proxy votes received and recorded. This amounts to 26,223,846,431 units of shares. While we have five shareholders who have participated through proxy vote, voting against the resolution, with a total of 224,515,091 unit of shares. Thank you very much, Madam Chair. Thank you. I hereby declare the resolution carried. The next item is the re-election of directors. As I will be presented for re-election at this annual general meeting, I hereby recuse myself from handling my own re-election and yield the chair to Engineer Henry Obi, Independent Non-Executive Director and Chairman of the Board Remuneration, Nomination, and Governance Committee to handle this agenda item. Thank you, Madam Chairman, and warm greetings to our esteemed shareholders. The next item is the re-election of the non-executive directors who were due to retire by rotation at this annual general meeting. In accordance with Section 285 of the Companies and Allied Matters Act 2020 and Article 95.1A of the Articles of Association of the company, the directors due to retire by rotation at this annual general meeting are Mrs. Amaka Onwughalu and Chief Nelson Nweke. Being eligible, Mrs. Amaka Onwughalu has offered herself for re-election, while Chief Nelson Nweke has confirmed that he would retire from the board by rotation at the end of this 38th annual general meeting and would not be seeking re-election. I can confirm that a formal evaluation was conducted to assess the performance of Mrs. Amaka Onwughalu. She joined the board in December 2020 and served as member and chair of various board committees, including the Board Credit Committee and Board Risk Management Committee, before her appointment as a board chair with effect from the 1st of January 2026. Based on her impressive background, skills, and experience in the financial services sector, 100% attendance record at meetings, and impactful contributions to the growth and development of the bank since her appointment, the board recommends shareholders' approval for the re-election of Mrs. Amaka Onwughalu as a non-executive director of the bank. I hereby propose the resolution for shareholders to approve the re-election of Mrs. Amaka Onwughalu as a non-executive director. Will a shareholder please second this resolution? [crosstalk] Thank you very much, shareholders. I will now put the resolution to the meeting by calling on you to vote. Thank you very much. Distinguished shareholders, the next resolution for voting is to reelect Mrs. Amaka Onwughalu as the non-executive director. Kindly dial *5075*8# and follow the prompt once the poll is open. You have 90 seconds to cast your vote. Please open the poll. The poll is open. Kindly cast your vote. 80 seconds left. 70 seconds left. 60 seconds left. 50 seconds left. The poll is still open. 40 seconds left. 30 seconds left. 20 seconds left. 10 seconds left. Poll closed. At the close of the poll, which is to reelect Mrs. Amaka Onwughalu as the non-executive director, we have 666 shareholders who have voted in favor of the resolution, and they have participated through virtual votes cast and proxy votes that were received and recorded. This amounts to a total of 26,224,383,924 units of vote, while six shareholders have voted against the resolution through proxy participation, and this amounts to 224,515,591 unit of shares. Thank you very much. Thank you, madam. I hereby declare the resolution carried. Having been duly reelected, I congratulate our chairman, Mrs. Amaka Onwughalu, on her reelection, and yield the chair to her to continue the meeting. Thank you, madam. Congratulation. Congratulation, Chairman. Congratulation. Congrats. Thank you, esteemed shareholders. Thank you, Engineer Henry Obi. I also wish to express my sincere appreciation to our shareholders for the confidence reposed in me. We will now proceed to the next item, which is for shareholders to note that Chief Nelson Nweke, non-executive director, will retire by rotation at the end of this 38th Annual General Meeting and will not seek reelection. Please note that no voting is required on this agenda. On behalf of the board, I would like to use this medium to express our sincere appreciation to Chief Nelson Nweke for his service and contributions to the growth and development of the bank, while wishing him the very best in his future endeavors. Thank you, Chief Nelson Nweke. In accordance with Section 401(2) of the Companies and Allied Matters Act 2020, the external auditors, Deloitte & Touche, have indicated their willingness to continue in office as the bank's external auditors. The next item is to authorize the directors to fix the remuneration of the external auditors. I hereby propose the resolution for shareholders to authorize the directors to fix the remuneration of the external auditors for 2026 financial year. Will a shareholder please second this resolution? [crosstalk] Okay. Noted. Thank you, sir. I will now put the resolution to the meeting by calling on you to vote. Thank you very much, Madam Chair. Distinguished shareholders, the next resolution for voting is to authorize the directors to fix the remuneration of the auditors. Please dial *5075*8# and follow the prompt once the poll is open. You have 90 seconds to cast your vote. Please open the poll. The poll is open. Kindly cast your vote. 80 seconds left. 70 seconds left. 60 seconds left. 50 seconds left. 40 seconds left. 30 seconds remaining. 20 seconds left. 10 seconds left. Poll close. At the close of the poll, which is to authorize the directors to fix the remuneration of the auditors, we have 671 shareholders who have voted in favor of the resolution, and they have participated virtually and through proxy votes received and recorded. This represents 26,459,317,897 units of shares. There are no dissenting votes. Thank you very much, Madam Chair. Thank you, ma'am. I hereby declare the resolution carried. The next item is to disclose the remuneration of the managers of the company. In accordance with Section 238 and 257 of the Companies and Allied Matters Act 2020, the ordinary business for annual general meetings should include an item on disclosure of the remuneration of the managers of the company. Premise on- Listed. Sorry? Okay. Premise on the foregoing, shareholders are hereby informed that the remuneration of the managers of the company is disclosed in Note 40 of the annual report. Please note that no voting is required on this agenda item. We will now proceed to the next item. The next item is election of members to the Statutory Audit Committee. Please note that a Statutory Audit Committee has been established in compliance with Section 404, Subsections 2 and 3 of the Companies and Allied Matters Act 2020. The committee is made up of 3 representatives of the shareholders and two members of the Board of Directors. In compliance with the provisions of Section 404(3) of the Companies and Allied Matters Act 2020, the board's representative on the Statutory Audit Committee are Alhaji Abdullahi Mohammed and Ms. Obiaku Okam. As stipulated in the notice of the meeting, any shareholder may nominate another shareholder for election to the Statutory Audit Committee by giving notice in writing of such nomination to the company secretary at least 21 days before the Annual General Meeting. The CBN, in its guidelines for commercial, merchant, non-interest, and payment service banks in Nigeria, stipulates that the members of the Statutory Audit Committee should be knowledgeable in internal control processes, accounting, and financial matters. The audit regulation further provide that the members of the Statutory Audit Committee should be registered with the Financial Reporting Council. Over 20 nominations were received for election of shareholder representatives to the Statutory Audit Committee. However, most of the nominees either withdrew or could not be processed for various reasons, including documentation gaps, leaving only three valid nominations. The three valid nominees are Chief Frank Onwu, Mr. Innocent Mmuoh, Alhaji Kabiru Tambari. Please note Section 249(3) of the Companies and Allied Matters Act 2020 provides that there shall be no right to demand a poll on the election of members of the Statutory Audit Committee. Given that three valid nominations were received for 3 slots for shareholders on the Statutory Audit Committee, there is no need for an election. Accordingly, Chief Frank Onwu, Mr. Innocent Mmuoh, and Alhaji Kabiru Tambari shall join the board's representatives, Alhaji Abdullahi Mohammed and Ms. Obiaku Okam, to constitute the Statutory Audit Committee for 2026 financial year. Pursuant to the provisions of Section 404 of the Companies and Allied Matters Act 2020, I hereby call on a shareholder to move the resolution for the election of Chief Frank Onwu, Mr. Innocent Mmuoh, and Alhaji Kabiru Tambari as the shareholders' representatives on the Statutory Audit Committee. Chairman. With effect from October. I move that motion. The name is With effect from October 9, 2026, until the next annual general meeting. Mr. Chairman. Indu the motion. Right to second that motion. Indu the motion. I so stand. Right to second that motion. Okay. Thank you. Okay, so I hereby declare, will a shareholder please second this resolution? I second the resolution, my chairman. Okay. I second, Asau Killano. Okay. Thank you, sir. Thank you very much. Your role. I hereby declare. Okay, sorry. I hereby declare the resolution carried. Thank you, shareholders. Thank you. Dear esteemed shareholders, having concluded the business for which this annual general meeting was convened, I now declare the 38th Annual General Meeting closed. Thank you for your attendance and participation. Please stay safe, and as you depart from your respective locations, we thank you all. So at this stage, I will call on Alhaji Kabiru Tambari to pray for us, to give us the closing prayers. Thank you. Mr. Chairman, are you hearing me? Yes, we can hear you, Alhaji. Okay. I pray God Almighty to help us, to help our bank, to help the Nigerian economy, to help our shareholders. The insecurity we are facing in this country, I pray God Almighty to intervene on it. Also, to help us to continue helping this bank in terms of paying dividend and capital appreciation. I pray God Almighty to continue giving us good health, long life, and prosperity.